Insulet files 8-K: New GC offer includes RSUs, options and $1.325M cash sign-on

Rhea-AI Filing Summary

Insulet Corporation disclosed the terms of an offer letter for Flavia H. Pease in an Item 5.02 filing. Ms. Pease will receive a Prorated Annual Award split into 75% restricted stock units vesting ratably over three years and 25% stock options vesting ratably over four years. An Equity Sign-On Award will be granted as restricted stock units vesting ratably over three years. She will receive a $1,325,000 cash sign-on award. Her annual base salary will be $715,000 with a 70% target annual bonus and eligibility for severance and change-in-control benefits under the company plan. The Offer Letter is filed as Exhibit 10.1 and a related press release is dated September 16, 2025.

Positive

• Multi-year equity vesting (75% RSUs over three years, 25% options over four years) supports long-term retention
• Clear compensation terms provided including base salary, target bonus, and severance eligibility

Negative

• $1,325,000 cash sign-on represents a material one-time cash outlay disclosed in the filing

Insights

Corporate Governance Expert

TL;DR Company disclosed compensation package and retention provisions for a senior legal hire with multi-year equity vesting and a large cash sign-on.

The filing outlines standard executive employment elements including multi-year equity vesting to align long-term incentives and a cash sign-on to offset forfeited compensation and relocation. The inclusion of severance and change-in-control eligibility follows common governance practice for senior executives. The agreement also includes confidentiality, non-solicit, non-compete, and IP assignment terms, which are typical for a general counsel role. The filing attaches the Offer Letter as Exhibit 10.1, providing contractual detail for review.

Compensation Analyst

TL;DR Compensation package emphasizes retention through time-based equity and a substantial one-time cash payment.

The structure splits annual awards between restricted stock units and stock options with staggered vesting schedules to promote retention. A sizeable $1,325,000 cash sign-on addresses forfeited pay and relocation. Base salary of $715,000 and a 70% target bonus slot Ms. Pease into a senior executive pay band consistent with large medical-device companies. Material cost and accounting impacts may arise from the cash sign-on and equity grants, but the filing presents contractual terms rather than financial estimates.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

INSULET CORP false 0001145197 0001145197 2025-09-11 2025-09-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2025

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33462		04-3523891
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Nagog Park,

Acton, Massachusetts 01720

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (978) 600-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share		PODD		The NASDAQ Stock Market, LLC

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On September 16, 2025, Insulet Corporation (the “Company”) announced that Flavia H. Pease has been appointed to succeed Ana M. Chadwick as Executive Vice President and Chief Financial Officer of the Company. Ms. Pease will assume the role on September 30, 2025, and Ms. Chadwick will remain with the Company as a Senior Advisor for a period of time to ensure a smooth transition. The Company expects to enter into a Severance Agreement with Ms. Chadwick upon her departure, pursuant to which she will receive compensation and benefits in accordance with the terms of the Company’s Amended and Restated Executive Severance Plan as well as a one-time cash payment equal to the value of the equity scheduled to vest on May 1, 2026 which was awarded to Ms. Chadwick as part of her compensation when she joined the Company. Ms. Chadwick’s departure is not related to any disagreements with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.

Ms. Pease, age 52, has been the Corporate Executive Vice President and Chief Financial Officer of Charles River Laboratories since 2022. Prior to joining Charles River, from 2019 to 2022, Ms. Pease served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices business. With more than 20 years in financial leadership roles at Johnson & Johnson, Ms. Pease has developed deep industry knowledge and experience managing the finance organizations of large, growing businesses. During her tenure at Johnson & Johnson, which spanned from 1998 to 2022, Ms. Pease also served as Vice President, Finance for Janssen North America (Johnson & Johnson’s Pharmaceutical business in the United States and Canada), Vice President of the Enterprise Program Management Office, responsible for supporting Johnson & Johnson’s executive management team with the strategic planning process and the advancement of enterprise growth initiatives, Vice President of Finance for Janssen Supply Chain, Director of Finance for Johnson & Johnson Medical, Brazil, and in finance management with the LifeScan business of Johnson & Johnson. Prior to joining Johnson & Johnson, Ms. Pease worked for SC Johnson as well as an investment bank in Brazil. Ms. Pease holds a bachelor’s degree in economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil and a Master of Business Administration from Santa Clara University.

There are no arrangements between Ms. Pease and any other persons pursuant to which she was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer. There are no family relationships between Ms. Pease and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Offer Letter - Ms. Pease

Under the terms of the Company’s Offer Letter to Ms. Pease (the “Offer Letter”), in connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Pease will be granted a prorated annual equity award for fiscal year 2025 with a target aggregate grant date fair value of $762,500 (the “Prorated Annual Award”), and (ii) an employment inducement opportunity with a target aggregate grant date fair value of $3,000,000 (the “Equity Sign-On Award”). Of the Prorated Annual Award, 75% will consist of restricted stock units that vest ratably over three years and 25% will consist of stock options that vest ratably over four years. The Equity Sign-On Award will consist of restricted stock units that vest ratably over three years. She will also receive a cash sign-on award of $1,325,000 to address compensation she will forfeit at her prior employer and cover relocation expenses. Ms. Pease’s annual base salary will be $715,000 and target annual bonus opportunity will be 70% of her annual base salary. Ms. Pease will be eligible for severance and change in control benefits pursuant to, and subject to the terms of, the Company’s Amended and Restated Executive Severance Plan. Ms. Pease and the Company will also be entering into a Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement. The foregoing summary of the Offer Letter is qualified in its entirety by reference to the text of the Offer Letter, which is attached and filed herewith as Exhibit 10.1 and incorporated herein by reference.

Board Resignation

In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Pease has notified us that she will resign from the Board of Directors of the Company, effective on the day she begins employment with the Company. Ms. Pease’s decision to step down from the Board did not involve any disagreement with other Board members or with management. Ms. Pease does not currently serve on any committees of the Board.

Item 8.01 – Other events.

On September 16, 2025, the Company issued a press release regarding the Chief Financial Officer transition described in Item 5.02 and announcing that it expects to exceed its previously issued third quarter 2025 total revenue growth guidance. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Offer Letter between Flavia H. Pease and Insulet Corporation, dated September 11, 2025.
99.1		Press Release, dated September 16, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

				INSULET CORPORATION
September 16, 2025				By:		/s/ John W. Kapples
						Name: John W. Kapples
						Title:  Senior Vice President and General Counsel

FAQ

What compensation did Insulet (PODD) agree to pay Flavia H. Pease?

The Offer Letter specifies a $715,000 annual base salary, a 70% target annual bonus, equity awards (75% RSUs vesting over three years, 25% options vesting over four years), and a $1,325,000 cash sign-on.

How do the equity awards for Ms. Pease vest?

The Prorated Annual Award is 75% restricted stock units vesting ratably over three years and 25% stock options vesting ratably over four years. The Equity Sign-On Award consists of RSUs vesting ratably over three years.

Is Ms. Pease eligible for severance or change-in-control benefits?

Yes. Ms. Pease will be eligible for severance and change-in-control benefits pursuant to the Company’s Amended and Restated Executive Severance Plan.

Does the filing include any contractual restrictions?

Yes. Ms. Pease and the Company will enter into a Confidentiality, Non-Solicit, Non-Compete, and IP Assignment Agreement as described in the filing.

Where can I find the full Offer Letter terms?

The Offer Letter is attached and filed as Exhibit 10.1 to the Form 8-K; a press release dated September 16, 2025 is also referenced.